The Big 40hhhhhh
by NYCBadGirl
Summary: Chapter 1: Three years down the road, Mark Sloan is turning 40 and not taking it well. His best friends try to cheer him up. Chapter 2: The morning after. Callie/Addison-centric. Hurt, guilt and accusations fly.


Title: The Big 4-0hhhhhhhh

Characters: Mark, Callie, Addison, that's all I'm sayin'

Rating: MA

Disclaimer: Not mine. No personal gain. Entertainment purposes only… blah. blah. blah.

Summary: Three or so years down the road. Mark Sloan is turning 40 and not taking it well. His friends try to cheer him up a little.

A/N: Yeah, I went there. I SOOOO went there. My apologies in advance if you are easily offended. It's a smut fest.

Birthdays suck. They didn't used to. He used to look forward to them because they meant thoughtful gifts and a little um… special attention over the course of several days from whichever women had been lucky enough to be in his current top five list. That all seemed like a distant memory. Birthdays made him miss New York. It just hadn't been the same since moving to Seattle three years ago. Oh, there had been women here. Lots of women. Even a few special ones. There was Erica Hahn. That had been a fun chase. He only chased when he thought the outcome would be a really big pay off. He had chased Erica for months, three to be exact. She finally caved and what had started with a bang ended with a whimper. She had been right. He was only attracted to her talent and the fact that she wasn't attracted to him. In the morning light, he couldn't find the first thing attractive about her. Luckily, the feeling was mutual and once the awkwardness faded, they forged a decent friendship. He had to chuckle to himself when he saw her with Richard Webber. They had been together for a year, married six months and she was carrying his child. No one saw that one coming.

Then there were the other two. Admittedly, he came to Seattle to get Addison back. He had been in love with her or at least as in love as he was capable of. He fucked that up when he cheated in New York. Holding on to the hope that he could mend things, he had tried. Once she left for Los Angeles, it was all over. She eventually came back, but it definitely wasn't for him. Then there was Callie. That was a one night stand that happened fourteen times, not that he was counting. Once Addison was gone and George O'Malley proved himself to be the moron Mark always knew he was, he and Callie had each other. They did the friend thing for a while. She was the best female friend he ever had. She helped him in his quest for Hahn. Once that crashed and burned as Callie had said it would, they turned to each other to "scratch the itch." She was scratching. He was slowing down. The manwhore thing was getting old. He was ready for a real woman. One woman. He wanted Callie. It was much like he had been with Addison, but this time he was different. He thought she had felt the same and was working up the nerve to talk to her about it when Addison came back to town. He thought it might make things awkward with his ex being her best friend, but he had no idea how much. Callie suddenly wasn't interested. Addison certainly wasn't interested. A forgotten lock on the door of an on-call room gave him his answer. The image of Callie, naked, leaning back across the table, one leg bent and resting on the back of the chair and an equally naked Addison kneeling on the floor, her face buried between Callie's thighs is one that Mark would never be able to get out of his head. Not that he would really want to. But that was that. They never looked back. That had been almost two years ago and now his two best friends were a couple of blissfully happy lesbians living together with a white Pomeranian named Jolie.

He was tired of the nurses. He was tired of the games. The truth was he hadn't gotten laid in three months. Derek said he had lost his mojo. Addison blamed it all on his fortieth birthday. She said he was taking it harder than a woman. Vanity was one of the things that made Mark tick. It was his bread and butter. Everyday he inflated some Barbie doll's tits, stretched a socialite's face or tucked some old guy's saggy gut. He was the best, but suddenly, there were younger, hotter, more talented surgeons coming along and giving him a run for his money. Callie had once accused him of suffering a loss of identity. She hadn't really been right at the time, but she was right now. He didn't even really recognize himself. Actually, she probably realized how he felt. That was why he was here now. Those two were up to something and had been for weeks. He was fairly certain that there were dozens of people waiting inside to celebrate the day his bitch of a mother pushed him into the world. They had done a great job. There were no extra cars in the circular driveway. They had probably figured out a shuttle of some sort. Their backyard was open and overlooked the bay. He assumed that was where the party would be. All was quiet, so they knew he had arrived. They had used the guise of a quiet dinner to get him here. Might as well ring the damn bell.

He really expected the "SURPRISE" to happen right then and there, but was instead greeted only by Callie. She wasn't really dressed for a party. She was wearing jeans and a black top covered by an apron, very little makeup and her long raven hair was piled up in a clip. She gave him what he took to be a nervous smile and held the door open for him. Their home always felt warm, but more so tonight. Candles were lit and the scent of something that made his stomach growl was wafting from the kitchen. Following her through the foyer, he looked for any sign of other people being present, but found none. As they reached the kitchen and she began to stir the contents of a few small pots on the stove he realized that he had been mistaken. He understood the term of a sinking heart for the first time. While he'd been internally bitching about it, he was looking forward to his friends throwing a party for him to lighten his mood. So, it really would be just another quiet night with the three of them and once again he would be the odd man out.

Addison entered the room wearing a burgundy tank top and black pants that rode low on her hips. She greeted him with a, "Hey there, birthday boy," as she stepped behind Callie and wrapped her arms around her waist. "How's the big day been?" He just responded with a shrug as Addie pressed her lips to Callie's neck. "Well, Ms. Thang here has been cooking all evening and it smells fantastic. Of course, if it were up to me, we'd be having take out."

"If I left it up to you, we'd be having cold cereal and donuts," Callie smiled without turning around.

"I would have gotten ones with sprinkles," Addie added defensively. A very high pitched yip from Mark's feet announced that Jolie wanted some attention. He picked her up and plopped onto a bar stool. "She's a little tramp," Addison laughed. "She's in constant search of male attention and she just can't get that around here. So, what are you drinking Sloan? We have beer, wine, vodka, gin… take your pick."

"Beer is fine," he said, scratching the small dog behind her ears. She handed him a beer and opened a bottle of red wine, pouring two glasses for herself and Callie. Within the half hour, dinner was on the table. Mark began to loosen up, getting over the letdown of the evening and conversation flowed freely. They discussed birthday traditions at the Torres, Forbes-Montgomery and Sloan households. It was obvious that Callie had the happiest upbringing, followed by Addison and finally Mark who never really enjoyed a birthday until he began spending them with the Shepherds. The topic switched to Derek and the interior designer that he has been seeing since he built his new home. That led to a discussion of Meredith and Cristina, the eternally single girls.

"They're fucking," Callie said, taking a long drink from her wine glass.

"You think everyone is fucking," Addison laughed. "And you think every girl is into girls."

"Look, I lived with Cris for six months. She spent every night at Meredith's and she was only happy when Meredith and McDreamy were on the outs. I know misery loves company, but there's something else going on."

"That's kind of hot," Mark said thoughtfully. "I could see it."

They talked about all of the goings on at the hospital. Alex Karev had had a horrible year. Jane/Ava/Rebecca had gone all psycho stalker and Alex had to get a restraining order. Last they heard, she had been placed in a psychiatric hospital. Now, against everyone's advice, he was back with Izzie, but in a smart move he had given up plastics to become a proud member of the gyne-squad. Chief was happier than ever. They still couldn't discuss Erica Hahn-Webber without laughing hysterically. George and Olivia had a three month old daughter named Elizabeth Bailey and even Callie had to admit, she was beautiful. Time had healed old wounds and Addison and Callie even offered to baby-sit on occasion. Things were calmer than they have ever been. Of course, there was a whole new crop of interns and young residents that kept the older doctors on their toes.

They all cleared the dishes away and got the kitchen cleaned up, agreeing to dessert and drinks in front of the television. Mark grabbed another beer and plopped down on one end of the sofa, as was their regular routine. Addison came in with a fresh bottle of wine, two glasses and a bucket with two more beers on ice. She moved to his side of the couch and said, "Scoot." A little confused, but used to being bossed around, he moved to the other end of the couch. Moments later, Callie entered carrying a cake and some small plates and spoons. She moved to the opposite end of the couch from Addison, where Mark was now sitting and demanded, "Scoot!" He released an exaggerated sigh and moved to the middle of the sofa. Callie sat the plates and what could only be described as a death by chocolate cake on the table in front of them. "Happy Birthday Manwhore," was written on the top.

"Gee, thanks," he laughed.

"I'm leaving this part to Calliope, as I sound like a cat being strangled when I sing."

Callie cut her an evil eye for using her full name, but then began the most beautiful rendition of Happy Birthday that Mark had ever heard. He'd heard people over the years sing the song in the style of Marilyn Monroe, trying to be sexy, but Callie just did her own thing and he had never heard anything like it. When she finished he thanked them with a laugh and both women pressed forward and placed a sweet kiss on his cheeks. Deciding it was time to focus on something else, he said, "The cake looks good."

"Can't take credit," Callie said. "I picked it up, but yes, it does." She leaned forward and ran her index finger across the icing. His eyes were wide as she lifted the chocolate covered finger and slipped it between his lips. He looked at Addison who sat to his right with one hand resting on his thigh and she just wore a little smirk on her face. "Is it good?" Callie asked.

"Mmmhmmm," was all he managed.

She ran the same finger across the icing again, holding it up and said, "Baby?" Addison leaned across Mark's lap, taking Callie's digit deep into her mouth and sucking it slowly. When she pulled back, not a drop of chocolate remained. Without a word, Callie leaned in and claimed Addison's mouth. He watched, shifting slightly as the kiss was instantly deep and hot, the women devouring each other. Each woman had a one hand resting on one of his thighs. Addison's free hand was holding the side of Callie's face and slipping in her hair while Callie's hand shamelessly slipped down Addie's shoulder and palmed her breast through the fabric of her tank top. "Mmmmm, delicious," Callie whispered as the kiss broke.

"Uh… do you two want me to go?" Mark asked nervously, hoping with everything he was made of that they didn't.

"Do you want to go?" Addison asked.

"No," he answered much more quickly than he intended to.

"Good," Callie smiled. "Because we want to make sure you enjoy your birthday present."

Addison reached for the cake and took a fingertip full of the chocolate. "Callie hasn't gotten a proper taste." She ran the icing across Mark's bottom lip slowly and pushed her girlfriend toward him. Callie sucked his lip into her mouth, licking it clean. As if it had been planned completely, both women turned just enough to straddle his thighs. Pressing their bodies against him, but facing each other, the women began to kiss. This time it was slow and sweet, letting him watch as they explored each other's mouths. Addison reached down and took Mark's left hand, guiding it to Callie breast before she reached behind her and pulled clip from her hair. Callie's hand moved to the crotch of Mark's jeans, her fingertips gliding over his already painful erection. He released a low moan and the women leaned closer inviting him into the kiss. He captured Addison's mouth first and then Callie's and then in a tangle of lips, tongues and teeth, the three kissed together.

With nimble fingers, Callie began to unbutton Mark's shirt as her mouth moved to his neck. Addison took the opportunity to attack his mouth while her hands roamed over Callie's body. Both women shifted back enough to be able to begin mirroring each other's movements. Their lips moved down his throat as he slid his hands down their backs and then lower to cup their asses. They pulled his shirt from his pants and pushed it back, over his shoulders. Assisting them in their task, he pulled the shirt off and tossed it to the floor. They kissed their way down his chest with each woman finally covering a nipple with soft lips. Each flicked and nipped at him, listening to the already savage moans that were falling from his lips. Addison moved lower and Callie followed, pushing his knees apart until they were both kneeling on the floor between his legs. Together, they reached for the button fly of his pants. Looking up and into his eyes, they unfastened his fly one button at a time. They women turned to each other again, their lips meeting as their hands freed his cock from the confines of the denim. Addison reached behind them again, this time taking two fingers and raking them across Mark's now unreadable birthday cake. She took the chocolate and with a wink, slid her fingers around Mark's rock hard shaft. Callie pulled Addison's hand away and licked her fingers clean. Mark found himself having to think about ANYTHING other than what he knew they were about to do to him. He was thinking the Seattle Mariners when he felt the first stroke of Addison's long warm tongue against the right side of him. He opened his eyes just as Callie's tongue began to sweep up the left side. A slow low, "Fuuuuuck," came from him as they began to lap at him, cleaning him of the sweet sticky substance. In a move Mark had never experienced, and he thought he had done it all, the two women pressed their lips together on either side of him and slowly moved together up and down the length of his shaft. They moved the tips of their tongues together over the head of his cock slowly as Addison started to work him up and down with her hand. When he had had just about all he could take, Callie took the entire length of him into her mouth, her cheeks hollowed from the pressure she was using while sucking him. Addison moved beneath her and ran her tongue over him lower. He had a hand in each of their hair when he said, "Cal…Calllie…. I'm…"

"Mmmmhmmm." Her mouth vibrated against him. That combined with what Addison was currently doing with her tongue was too much and he came hard with a ragged cry, spilling himself into Callie's mouth. She held on to him, her nails clutching his thighs until he stilled. She pulled away and wiped her mouth, looking at him seductively. Addison wrapped her arms around her lover, pulling her close and burying her face in her neck.

When Mark found his voice again, he said, "I… I don't know what to say. That was the best birthday present…"

"Oh, you think you're done?" Addison asked, raising an eyebrow.

"Not by a long shot," Callie answered for her. Callie took Addison's hand and pulled her toward the hallway. "We'll uh… be in the bedroom."

"If you decide you want to join us," Addison finished as they left the room.

By the time he was able to process everything that had just happened, Mark gathered himself, refastened his pants and headed for the master bedroom. He had been in there bedroom several times for different reasons, but now it was darkened except for the soft glow of freshly lit candles. It looked as it always did with the exception of a soft overstuffed chair that normally sat in the corner was now placed on the rug at the foot of the bed. Callie and Addison were already on the bed and didn't even seem to notice as he joined them. He took the seat that was obviously meant for him and watched as the two women kissed tenderly, hands roaming over each other's bodies over their clothes. Addison slowly rolled Callie to her back and straddled her. She raised her arms gracefully as the beautiful Latina sat up and pulled Addison's shirt over her head. Addie did the same to Callie's and for the first time acknowledged Mark's presence by throwing both garments at him. He would have chuckled if he wasn't breathless at the sight of the two half naked women who didn't seem to be able to get enough of each other. Callie covered Addison's breasts with kisses and nibbles as her hand slid between them and unfastened her pants. Slipping her hand inside, within moments, she had Addison crying out, her head thrown back in ecstasy. He was amazed at how well they knew each other's bodies. He lived with Addison for months and was never able to do that to her that quickly. He was snapped back from his trip down memory lane when Callie pulled her fingers from Addison's body and slipped them into her mouth. He watched as the redhead sucked those fingers and then met Callie's lips in a way that made his lower regions spring to life all over again.

"We're supposed to be putting on a show, you know," he heard Addison whisper.

Callie turned to Mark, "Too many clothes?" He just gave her a shrug and then changed it to a nod when she laughed seeing another bulge in his jeans. Addison unfastened Callie's jeans and shimmied down her body, taking them with her. When she stood, she pushed her own remaining clothes to the floor and covered Callie's body with her own again. Thinking back on every sexy thing Mark had ever seen, on film or otherwise, he knew this had them all beat. Both women were breathtakingly beautiful in polar opposite ways. One was long and lean with alabaster skin and fiery red hair while the other was long and curvy in all the right places with honey skin and hair the color of onyx. And though he would never say it out loud because he might have to cash in his man card, the fact that it was so obvious that they loved each other completely made it even hotter. And the fact that they would share this with him was just unbelievable.

Addison was kissing her way down Callie's body, covering every inch of bronzed skin on her way to her destination. Once she was positioned between Callie's thighs, Callie shifted just enough to make sure Mark could see everything that was happening. Addison parted her slick folds with the tip of her tongue causing her to gasp loudly. She slipped her tongue deep inside her as she moaned her name softly. She worked her over slowly with her mouth, her fingertips digging into the soft flesh of her ass until he was certain Callie was close. Addison quickly replaced her tongue with two fingers and began to suck and lap at her clit while she pumped slowly in and out of her lover. She picked up the pace and sucked her harder until Callie was screaming her name and twisting her hands into their expensive damask bedspread. As Callie began to calm, Addie began her movements again but was stopped. "You know what I want," Callie said in a breathy sigh. Addison smiled up at her, kissed the inside of each thigh before turning her body on the bed. She moved gently over her girlfriend, placing a thigh on either side of her head before burying her own face between Callie thighs again. Callie's hands moved to Addison's hips pulling her down against her face. He watched as the two women each did different things that they knew would drive their lover over the edge. Addison's hips bucked, but Callie held her firmly in place. Addison let her hair sweep across Callie's sensitive skin and Mark could see the goose bumps spread across her flesh. He couldn't help but to rub himself through his jeans. Within minutes, both women had collapsed together, clinging to one another and trying to catch their breath.

He watched as his friends shifted on the bed to lie in each other's arms, both stretching like kittens in the sun. Once again, he assumed the world greatest birthday present had come to an end and once again he was wrong. Callie leaned back and pulled a small wrapped box from beneath a pillow and handed it to Addison who quickly tossed it at Mark. He just shook his head and unwrapped the paper. His mouth was agape as he held the box of condoms in his hand and stared at the women on the bed.

"You need more of an invitation, Sloan?" Callie asked raising an eyebrow as Addison nibbled at her neck. He didn't. He stood and shed his remaining clothes in seconds and stood beside the bed. Both women grabbed an arm and pulled him down with them. He moved to his back and wrapped an arm around each of the women. Addison kissed him tentatively at first until she felt the familiar hand of her lover sweeping up and down her side. Encouraged, she deepened the kiss, moving her hand over his chest. Mark released a growl as her hand neared his cock which was at full attention. The women's eyes met with a wordless question. Callie leaned against Addison's ear and whispered, "Let me watch you." She moved away from the other two people and rested with her back comfortably against the pillows. As she got settled, Mark pulled a condom from the package and wasted no time getting it on. Addison straddled his hips and quickly reaching between them, guided the head of him inside her. A low moan came from the back of Mark's throat when she lowered herself on top of him, her eyes never leaving Callie's. His hands were at her hips, guiding her pace as she began to ride him. When she reached a slow steady rhythm, his hands slid up to her waist and finally to her breasts, palming, kneading and tweaking her hardened buds. She began to move faster, harder, meeting his thrusts as he bucked from the bed. She reached for her own aching clit, rubbing in small fast circles until the wave of euphoria washed over her. She stopped moving. Mark tried to guide her again, but she just smiled down at him as she climbed off.

She crawled over to Callie and kissed her lover deeply, covering her body with her own. Callie gently rolled Addison to her back and climbed over her. She looked over her shoulder at Mark who suddenly knew exactly what was expected of him. He moved behind her and placed a hand on each of Callie's hips. She leaned down, staring into Addison's eyes, while reaching for Mark's hand and covering it with her own. Needing no further permission, Mark drove into her. He tried to move slowly, but Callie's wasn't having that. She pushed her body back against him hard, driving him deeper and faster. He watched two women in front of him in amazement. Their lips met between each of his thrusts and Callie's hand was between their bodies, her fingers slipping in and out of Addison in a rhythm that matched his. Words were whispered that he couldn't hear. He was sure they were words of love and endearments and felt a slight pang of jealousy. Then he remembered that he was currently experiencing every man's fantasy, smiled and went with it. Addison's fingers found Callie's clit and it suddenly became difficult who exactly was making each sound that filled the room. Addison was the first to scream out as Callie's long graceful fingers pushed her over the edge of sanity while Callie moaned softly against her neck when Mark felt her muscles contract around him. With a low primal growl, he pulled Callie against him, his body shaking with an involuntary spasm. Slowly and reluctantly, he pulled from her body. Wordlessly, he removed the condom and deposited it in the trash. When he turned back to them, Callie had pulled Addison against her. He moved behind her and threw and arm around both of their bodies and closed his eyes.

He awoke with a start when he was slapped soundly on the shoulder. Thinking for a moment that it must be a dream, he opened his eyes to find a still very naked Callie and Addison staring at him. "No sleeping," Addison said.

"Yep. It's one of the rules," Callie added.

"This thing has rules?" He laughed.

"Lots of rules," Addison said.

"Think maybe we should have gone over them before we did this?" he asked.

"Oh, we did. Lots of times," Callie said. "We know how you are with rules, so as long as we know them, we figure we are safe."

"Any others I should know about?"

"Hmmm," Addison thought. "No sleeping. No bragging!"

"Like anyone would believe him," Callie winked. "If you write a letter to Penthouse, do NOT use names. Oh, and you should go now."

Mark chuckled and stood to retrieve his pants. As he zipped them up, Addison spoke, "Oh and one more thing. This was a birthday present Mark. Don't even think about trying it again."

"Never gonna happen," Callie said. "Understood?"

"Understood," he laughed, walking toward the door.

"And Mark…" Addison called out.

Turning back to face them, he wore a half grin half smirk. "Yeah?"

"Happy birthday," both women said in unison.

Searching through the darkened living room, he finally found his shirt. Jolie, who was napping in a chair opened one eye to stare at him causing him the release a hearty laugh. He found his keys and just before heading for the door he grabbed what was left of his birthday cake. As he pulled from their driveway, he ran his finger across the icing and tasted it. Smiling to himself, he was suddenly looking very forward to turning forty-one.


End file.
